<SUBMISSION>
<ACCESSION-NUMBER>0000950134-03-002873
<TYPE>8-A12G/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20030220
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>RAWLINGS SPORTING GOODS CO INC
<CIK>0000921915
<ASSIGNED-SIC>3949
<IRS-NUMBER>431674348
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0831
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-A12G/A
<ACT>34
<FILE-NUMBER>000-24450
<FILM-NUMBER>03574372
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1859 INTERTECH DR
<CITY>FENTON
<STATE>MO
<ZIP>63026
<PHONE>3143493500
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1859 INTERTECH DR
<CITY>FENTON
<STATE>MO
<ZIP>63026
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-A12G/A
<SEQUENCE>1
<FILENAME>c74956ae8va12gza.txt
<DESCRIPTION>AMENDMENT NO. 1 TO FORM 8-A 12 (G)
<TEXT>
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-A/A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                      RAWLINGS SPORTING GOODS COMPANY, INC.
                      -------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                                    43-1674348
--------------------------------------------------------------------------------
   (State of Incorporation)              (I.R.S. Employer Identification Number)

         1859 Bowles Avenue
          Fenton, Missouri                              63026
--------------------------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)

         If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box.
          [ ]

         If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]

        Securities to be registered pursuant to Section 12(b) of the Act:

Titles Of Each Class                              Name Of Each Exchange On Which
To Be So Registered                               Each Class Is To Be Registered
--------------------                              ------------------------------
      None                                                    None




        Securities to be registered pursuant to Section 12(g) of the Act:


          Series B Junior Participating Preferred Stock Purchase Rights
          -------------------------------------------------------------
                                (Title of class)


<PAGE>


                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.           DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

                  The Registrant is a party to an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of December 15, 2002, by and among K2 Inc., a
Delaware corporation ("K2"), Lara Acquisition Sub., a Delaware corporation and
wholly-owned subsidiary of K2 ("Merger Sub"), and the Registrant. The Merger
Agreement provides, among other things, for the merger of Merger Sub with and
into the Registrant (the "Merger") subject to shareholder and regulatory
approval and other terms and conditions. In contemplation of the Merger, the
Registrant and Mellon Shareholder Services LLC (the "Rights Agent") entered into
the First Amendment to Rights Agreement (the "Amendment"), dated as of February
18, 2003, amending the Rights Agreement, dated as of November 27, 2002, between
the Registrant and the Rights Agent in order to exempt the transactions
contemplated by the Merger Agreement, as well as K2, Merger Sub and any
affiliates thereof from the provisions of the Rights Agreement.

                  A form of the Amendment is attached hereto as Exhibit 1 and is
incorporated herein by reference. The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference to
the Amendment.

ITEM 2.           EXHIBITS.

                  1.     First Amendment to Rights Agreement, dated as of
                         February 18, 2003, between Rawlings Sporting Goods
                         Company, Inc. and Mellon Shareholder Services LLC, as
                         Rights Agent.





                                       2
<PAGE>


                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                           RAWLINGS SPORTING GOODS COMPANY, INC.


Dated: February 18, 2003                   /s/ Stephen M. O'Hara
                                           -------------------------------------
                                           Stephen M. O'Hara
                                           Chief Executive Officer and Chairman





                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>c74956aexv99w1.txt
<DESCRIPTION>FIRST AGREEMENT TO RIGHTS AGREEMENT
<TEXT>
<PAGE>
                                                                       EXHIBIT 1

                       FIRST AMENDMENT TO RIGHTS AGREEMENT

         FIRST AMENDMENT ("First Amendment"), dated as of February 18, 2003, to
the Rights Agreement dated as of November 27, 2002 (the "Rights Agreement") by
and between Rawlings Sporting Goods Company, Inc., a Delaware corporation (the
"Company"), and Mellon Investor Services LLC, a New Jersey limited liability
company, as Rights Agent (the "Rights Agent"). Capitalized terms not defined
herein shall have the respective meaning ascribed to them in the Rights
Agreement.

         WHEREAS, the Company is a party to an Agreement and Plan of Merger (as
it may be amended or supplemented from time to time, the "Merger Agreement"),
dated December 15, 2002, by and among K2 Inc., a Delaware corporation ("K2"),
Lara Acquisition Sub., a Delaware corporation and wholly-owned subsidiary of K2
("Merger Sub"), and the Company, which provides for, among other things, the
merger of Merger Sub with and into the Company (the "Merger") subject to
shareholder and regulatory approval and other terms and conditions; and

         WHEREAS, the Company desires that the transactions contemplated by the
Merger Agreement, as well as K2, Merger Sub and any affiliates thereof be exempt
from the provisions of the Rights Agreement; and

         WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend the Rights
Agreement in accordance with the provisions of Section 27 thereof;

         NOW, THEREFORE, in accordance with Section 27 of the Rights Agreement,
the Company and the Rights Agent hereby amend the Rights Agreement as follows:

         1. The definition of "Acquiring Person" in Section 1(a) of the Rights
Agreement is hereby modified and amended by adding the following sentence at the
end thereof:

         "Notwithstanding anything in this Agreement to the contrary, none of K2
         Inc., a Delaware corporation ("K2"), Lara Acquisition Sub, a Delaware
         corporation and wholly-owned subsidiary of K2 ("Merger Sub"), or any of
         their Affiliates or Associates, shall be deemed to be an Acquiring
         Person by virtue of the execution of the Agreement and Plan of Merger,
         dated as of December 15, 2002 (as the same may be amended from time to
         time, the "Merger Agreement"), by and among K2, Merger Sub and the
         Company, or the consummation of the transactions contemplated by the
         Merger Agreement, including, without limitation, the merger of Merger
         Sub with and into the Company (the "Merger") or the announcement of any
         of the foregoing transactions."

         2. The definition of "Section 13 Event" in Section 1(nn) of the Rights
Agreement is hereby modified and amended by adding the following sentence at the
end thereof:

         "Notwithstanding anything in this Agreement to the contrary, a Section
         13 Event shall not be deemed to have occurred as the result of the
         execution of the Merger Agreement or the consummation of the
         transactions contemplated by the Merger

                                       1

<PAGE>

         Agreement, including without limitation, the Merger, or the
         announcement of any of the foregoing transactions."

         3. The definition of "Stock Acquisition Date" in Section 1(pp) of the
Rights Agreement is hereby modified and amended by adding the following sentence
at the end thereof:

         "Notwithstanding anything in this Agreement to the contrary, a Stock
         Acquisition Date shall not be deemed to have occurred as a result of
         the execution of the Merger Agreement or the consummation of the
         transactions contemplated by the Merger Agreement, including without
         limitation, the Merger, or the announcement of any of the foregoing
         transactions."

         4. The definition of "Triggering Event" in Section 1(vv) of the Rights
Agreement is hereby modified and amended by adding the following sentence at the
end thereof:

         "Notwithstanding anything in this Agreement to the contrary, a
         Triggering Event shall not be deemed to have occurred as the result of
         the execution of the Merger Agreement or the consummation of the
         transactions contemplated by the Merger Agreement, including without
         limitation, the Merger, or the announcement of any of the foregoing
         transactions."

         5. Section 3(a) of the Rights Agreement is amended by adding the
following sentence at the end thereof:

         "Notwithstanding anything in this Agreement to the contrary, a
         Distribution Date shall not be deemed to have occurred as a result of
         the execution of the Merger Agreement or the consummation of the
         transactions contemplated by the Merger Agreement, including without
         limitation, the Merger, or the announcement of any of the foregoing
         transactions."

         6. The definition of "Section 11(a)(ii) Event" in Section 11 of the
Rights Agreement is hereby modified and amended by adding the following sentence
at the end of Section 11(a)(ii):

         "Notwithstanding anything in this Agreement to the contrary, a Section
         11(a)(ii) Event shall not be deemed to have occurred as a result of the
         execution of the Merger Agreement or the consummation of the
         transactions contemplated by the Merger Agreement, including without
         limitation, the Merger, or the announcement of any of the foregoing
         transactions."

         7. Section 30 of the Rights Agreement is amended to add the following
sentence at the end thereof:

         "Nothing in this Agreement shall be construed to give any holder of
         Rights (and, prior to the Distribution Date, registered holders of the
         Common Stock) or any other Person any legal or equitable rights,
         remedies, or claims under this Agreement by virtue of the execution of
         the Merger Agreement or the consummation of the transactions
         contemplated by the Merger Agreement,

                                       2

<PAGE>

         including without limitation, the Merger, or the announcement of any of
         the foregoing transactions."

         8. This Amendment shall be deemed to be a contract made under the laws
of the State of New York and for all purposes shall be governed by and construed
in accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state; provided, however, that all provisions
regarding the rights, duties, obligations and immunities of the Rights Agent
shall be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed entirely within such
State.

         9. This Amendment may be executed in any number of counterparts, each
of such counterparts shall for all purposes be deemed to be an original, and all
of such counterparts shall together constitute but one and the same instrument.

         10. In all respects not inconsistent with the terms and provisions of
this Amendment, the Rights Agreement is hereby ratified, adopted, approved, and
confirmed. In executing and delivering this Amendment, the Rights Agent shall be
entitled to all of the privileges and immunities afforded to the Rights Agent
under the terms and conditions of the Rights Agreement.

         11. If any term, provision, covenant, or restriction of this Agreement
is held by a court of competent jurisdiction or other authority to be invalid,
void, or unenforceable, the remainder of the terms, provisions, covenants, and
restrictions of this Amendment, and of the Rights Agreement, shall remain in
full force and effect and shall in no way be affected, impaired, or invalidated.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the date and year first above written.

                          RAWLINGS SPORTING GOODS COMPANY, INC.


                          By: /s/ Stephen M. O'Hara
                              --------------------------------------------------
                          Name:  Stephen M. O'Hara
                          Title: Chief Executive Officer
                                 and Chairman



                          MELLON INVESTOR SERVICES LLC


                          By: /s/ Ruth A. Brunette
                              --------------------------------------------------
                          Name:  Ruth A. Brunette
                          Title: Assistant Vice President


                                       3







</TEXT>
</DOCUMENT>
</SUBMISSION>
